Acquisition

Kingspan Group PLC

13 September 2023

 

Not for release, publication, or distribution (in whole or in part) in, into or from any other jurisdiction where to do so would violate the laws of such jurisdiction. This press release is neither an offer to buy or sell, nor an invitation to tender or offer to buy or sell shares.

Kingspan Group plc

Acquisition

Inside Information

13 September 2023

KINGSPAN ACQUIRES ADDITIONAL SHARES IN NORDIC WATERPROOFING HOLDING AND THEREBY CROSSES THE MANDATORY BID THRESHOLD WITH A TOTAL HOLDING OF 30.9 PER CENT

Kingspan Holdings (IRL) Limited ("Kingspan") has today acquired 1,648,089 shares in Nordic Waterproofing Holding AB (publ) ("Nordic Waterproofing" or the "Company") corresponding to approximately 6.8 per cent of the total number of shares and votes in Nordic Waterproofing (the "Acquisitions"). Kingspan was already before the Acquisitions Nordic Waterproofing's largest shareholder with a holding of approximately 24 per cent of the shares and votes in the Company and will, following the Acquisitions, hold a total of  30.9 per cent of the shares and votes in the Company and has thereby crossed the mandatory bid threshold of 30 per cent of the votes in Nordic Waterproofing, as set out in Chapter 3, Section 1 of the Swedish Takeovers Act (2006:451) (the "Takeovers Act").

The Acquisitions were made at a price of SEK 160 per share. The price represents a premium of approximately 13.8 per cent compared to the closing price of SEK 140.6 for the Nordic Waterproofing share on Nasdaq Stockholm today, 13 September 2023, and approximately 12.6 per cent compared to Nordic Waterproofing's volume weighted average share price of SEK 142.1 on Nasdaq Stockholm during the last 90 trading days up to and including 13 September 2023.

Under the Takeovers Act, Kingspan must announce that the mandatory bid threshold of 30 per cent of the votes in Nordic Waterproofing has been crossed through the Acquisitions. This press release constitutes such an announcement. Kingspan is, as a result, under an obligation to launch a mandatory public offer for the remaining shares in Nordic Waterproofing within four weeks from the Acquisitions. In accordance therewith, Kingspan intends to, within such period, launch a mandatory public offer for the remaining shares in Nordic Waterproofing at the same price per share as in the Acquisitions, SEK 160 per share.

The shares in Nordic Waterproofing are listed on Nasdaq Stockholm, Mid Cap. 

For additional information please contact:

Lorcan Dowd

Company Secretary

+ 353 (0)42 9698000

The information was submitted for publication on 13 September 2023 at 19.28 (CEST).

Important information

This press release is not a public offering to acquire shares. Anyone crossing the mandatory bid threshold of 30 per cent of the votes in a company with shares admitted to trading on a regulated market must, according to Chapter 3, Section 1 of the Swedish Takeovers Act (2006:451), announce the crossing of the mandatory bid threshold. This press release constitutes such an announcement.

The potential public mandatory offer (the "Potential Offer"), pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Potential Offer requires that an additional offer document is being prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations or otherwise contemplated in connection with the Potential Offer.

This press release and any other documentation related to the Potential Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country - any such action will not be permitted or sanctioned by Kingspan. Any purported acceptance of the Potential Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States must not forward this press release or any other document related to the Potential Offer to such persons.

The Potential Offer, the information and documents contained in this press release are not being made, and have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). The communication of the information and documents contained in this press release to persons in the United Kingdom is exempt from the restrictions on financial promotions in section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (Sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

 

END